Purchase Option and Right of First Refusal Sample Clauses

Purchase Option and Right of First Refusal. BCI shall have the option to purchase from Shareholder the remaining capital stock of MEI (the “Remaining MEI Capital Stock”) owned by Shareholder (the “Purchase Option”). In the event BCI wishes to exercise the Purchase Option, it shall tender written notice to MEI and Shareholder (the “Option Exercise Notice”). Within thirty (30) days of receipt of the Option Exercise Notice by MXX and Shareholder, the parties shall engage an independent valuator for the valuation of the remaining capital stock of MEI. The parties shall equally pay all costs associated with the valuation. Within sixty (60) days of receipt of the valuation by the parties, BCI shall notify MEI and Shareholder, in writing, as to whether it will exercise the Purchase Option pursuant to the valuation. In the event that Shareholder receives a bona fide offer, an acceptance of any Shareholder offer, a counteroffer or other proposal or agreement (each, an “Offer”) from any unrelated person or entity (the “Offer Purchaser”) to acquire all or any portion of the Remaining MEI Capital Stock, and Shareholder desires to accept or enter into, or otherwise proceed with a transfer on the terms of such Offer, then Shareholder shall immediately provide a true and correct copy of such Offer to BCI. Within thirty (30) days, BCI shall provide written notice to Shareholder as to the response to such Offer that it elects either to exercise its rights with respect to such Offer or elects not to exercise such rights with respect thereto or, in the absence of any such notice, upon the expiration of the thirty (30) day refusal period without BCI having exercised its rights pursuant with respect to such Offer, Shareholder shall immediately give written notice thereof to BCI. The period of time during which BCI may exercise the Purchase Option (a “Refusal Period”) as to the subject Offer shall begin upon the date on which such notice (i.e., the notice described in the preceding sentence), along with a copy of the subject Offer, is deemed received by BCI from Shareholder, and shall expire at 5:00 p.m., Pacific time, on the date thirty (30) days thereafter (with the first day of such thirty-day period being the first business day after the date on which BCI is deemed to have received such written notice and such copy of the subject Offer).
Sample 1
AutoNDA by SimpleDocs
Purchase Option and Right of First Refusal. BIG DIAMOND LLC, a Texas limited liability company, successor-by-conversion to BIG DIAMOND, INC., a Texas corporation (“Grantor”), whose address is Onx Xxxxxx Xxx, Xxx Xxxxxxx, Xxxxx 00000-0000; Attn: Retail Real Estate; is the owner of fee simple title to the real property located at 5900 XXXX Xxxxxxxxx, Xxx Xxxxxxx, Xxxxx Xxxxxx, Xxxxx, that is more particularly described as follows, together with all buildings, structures, fixtures, equipment, improvements now or hereafter located thereon and all rights and appurtenances pertaining thereto (the “Real Property”): and the personal property located thereon from time to time (the “Personal Property”); and
Sample 1
Purchase Option and Right of First Refusal. In consideration of the payments set forth in Section 3 C above, Union Bank shall have the right to purchase 25% of the NELnet Brand Loans made during each calendar year. Said loan purchases shall occur on such dates and in such quantities as may be mutually agreed to by the parties; Union Bank's right to purchase shall be deemed to be waived if not exercised in writing prior to the end of each calendar year. On each applicable purchase date, Union Bank shall pay to NELnet an amount equal to the then outstanding principal balance of the NELnet Brand Loans to be purchased on said sale date, plus interest and special allowance payments accrued but unpaid with respect to such loans, if any. All NELnet Brand Loans purchased hereunder will be subject to a life of loan servicing agreement with NELnet or any of its affiliates. In the event Union Bank desires to sell any Student Loans owned by or on behalf of Union Bank, Union Bank must give NELnet a right of first refusal to repurchase said loans, subject to any existing sale commitments between Union Bank and NELnet or its affiliates. NELnet shall have the right to purchase such Student Loans from Union Bank for an amount equal to the then outstanding principal balance of such Student Loans on the applicable sale date, plus interest and special allowance payments accrued by unpaid with respect to such loans, if any. On each such purchase date, NELnet shall also pay to Union Bank a fee equal to the product of (a) the aggregate principal balance outstanding on the Student Loans purchased on such date multiplied by (b) the annual rate of fifty basis points (0.50%). NELnet shall also reimburse Union Bank a portion of the costs paid by Union Bank pursuant to Section 3 C of this Second Amendment that are associated with any NELnet Brand Loans to be repurchased. The exact amount to be reimbursed shall be determined by the mutual agreement of the parties after considering the remaining life of the NELnet Brand Loans to be repurchased. Within 60 days written notice from Union Bank of its desire to sell any NELnet Brand Loans, NELnet shall provide Union Bank written notice of its decision to accept or reject any right of first refusal granted hereunder. If NELnet rejects its right of first refusal granted hereunder and arranges for a sale of the Union Bank Student Loans, then Union Bank shall pay to NELnet any amount by which the sale price of the Student Loans paid by a third party purchaser exceeds the sum of 101.5% of ...
Sample 1
Purchase Option and Right of First Refusal. Section 20.1. The Tenant hereby grants the Landlord the right (the “Option”) to purchase all of the Property owned by the Tenant at the time of purchase, including without limitation the Improvements and Tenant’s Leasehold Estate in the Premises (collectively, the “Tenant’s Property”), (i) on any date thirty (30) days after the Landlord delivers written notice to the Tenant, the Limited Partners and the Permitted Leasehold Mortgagees of the Landlord’s intent to exercise the Option (the “Option Exercise Notice”) and (ii) upon the Tenant’s receipt of the Purchase Price (as defined below). Should Landlord choose to exercise the Option during the Compliance Period, it must do so with respect to the entirety of Tenant’s Property; no partial conveyance of Tenant’s Property shall be permitted, unless approved by the Limited Partners. The “Purchase Price” for the Tenant’s Property pursuant to the Option shall be set forth herein below:
Sample 1
Purchase Option and Right of First Refusal. Tenant shall have the option during the term of this Lease, or any extension thereof, to purchase the Premises for the fair market value of the Facility, payable on delivery of deed. This option shall be exercised by Tenant giving to the Landlord written notice of its election to purchase. If prior to the exercise of this option, any portion of the Premises shall be taken by condemnation or eminent domain, this option to purchase shall apply to the remaining portion of the Premises and the aforesaid purchase price shall be reduced by the amount of the award in the condemnation proceedings. Further, if Tenant has not exercised this option prior to the time that Landlord receives an acceptable offer from a third party to purchase the Premises, Tenant is hereby granted the right of first refusal to purchase the Premises at the same price as contained in such offer.
Sample 1
Purchase Option and Right of First Refusal 
Sample 1

Related to Purchase Option and Right of First Refusal

  • Right of First Refusal Unless it shall have first delivered to the Buyer, at least seventy two (72) hours prior to the closing of such Future Offering (as defined herein), written notice describing the proposed Future Offering, including the terms and conditions thereof and proposed definitive documentation to be entered into in connection therewith, and providing the Buyer an option during the seventy two (72) hour period following delivery of such notice to purchase the securities being offered in the Future Offering on the same terms as contemplated by such Future Offering (the limitations referred to in this sentence and the preceding sentence are collectively referred to as the “Right of First Refusal”) (and subject to the exceptions described below), the Company will not conduct any equity financing (including debt with an equity component) (“Future Offerings”) during the period beginning on the Closing Date and ending twelve (12) months following the Closing Date. In the event the terms and conditions of a proposed Future Offering are amended in any respect after delivery of the notice to the Buyer concerning the proposed Future Offering, the Company shall deliver a new notice to the Buyer describing the amended terms and conditions of the proposed Future Offering and the Buyer thereafter shall have an option during the seventy two (72) hour period following delivery of such new notice to purchase its pro rata share of the securities being offered on the same terms as contemplated by such proposed Future Offering, as amended. The foregoing sentence shall apply to successive amendments to the terms and conditions of any proposed Future Offering. The Right of First Refusal shall not apply to any transaction involving (i) issuances of securities in a firm commitment underwritten public offering (excluding a continuous offering pursuant to Rule 415 under the 0000 Xxx) or (ii) issuances of securities as consideration for a merger, consolidation or purchase of assets, or in connection with any strategic partnership or joint venture (the primary purpose of which is not to raise equity capital), or in connection with the disposition or acquisition of a business, product or license by the Company. The Right of First Refusal also shall not apply to the issuance of securities upon exercise or conversion of the Company’s options, warrants or other convertible securities outstanding as of the date hereof or to the grant of additional options or warrants, or the issuance of additional securities, under any Company stock option or restricted stock plan approved by the shareholders of the Company.

  • Rights of First Refusal The Company is not obligated to offer the securities offered hereunder on a right of first refusal basis or otherwise to any third parties including, but not limited to, current or former stockholders of the Company, underwriters, brokers, agents or other third parties.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!